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Results of EGM,Placing and other matters

2nd Aug 2010 13:29

RNS Number : 3691Q
Ludgate Environmental Fund Limited
02 August 2010
 



2 August 2010

 

Ludgate Environmental Fund Limited (LEF.L)

("Ludgate Environmental" or the "Company")

 

Results of the Extraordinary General Meeting ("EGM")

Results of Placing

Management Reorganisation

Board changes

 

EGM

 

The Board of Ludgate Environmental Fund Limited announce that, at the EGM of the Company held on Monday, 2nd August 2010, all the resolutions were duly passed.

 

Special Resolution 1 authorised the Company, subject to various conditions outlined in the Notice, to issue up to 25 million new participating shares of no par value ("Shares"); the issue authority may be used for other non-pre-emptive issues of Shares in the future as well as in connection with the Placing.

 

Special Resolution 2 authorised the Company, subject to the conditions outlined in the Notice, to amend the Articles of Association in regards to the management reorganisation.

 

The Ordinary Resolution increased the cap on the aggregate annual fees for directors from £100,000 to £160,000 in accordance with article 20.03 of the Company's Articles of Association.

 

Placing

 

The Company is also pleased to announce that it has placed 10,293,365 new Shares at a price of 97.15 pence per share ("Placing Shares'), being the NAV per share at 30th June 2010 less an amount equal to the declared interim dividend of 1.65p per share. The net proceeds of the placing will be £9.8 million.

 

It is anticipated that the Placing Shares will be admitted, subject to allotment, to trading on AIM and dealings are expected to commence on 6th August 2010.

 

Following the admission, there will be 56,259,784 Shares in issue.

 

Management Reorganisation

 

As set out in the RNS announcement and circular published by the Company on 9 July, the passing of Resolution 2 will allow the Company to implement its proposed management reorganisation. Following the reorganisation, which remains subject to the consent of the Jersey Financial Services Commission ("JFSC"), Ludgate Fund Management (Environmental) (Jersey) Limited will cease to be the Company's investment manager. Instead, the Company's board will make investment decisions, based on advice received from Ludgate Investments Limited, the Company's current investment adviser. A revised investment advisory agreement, which is on terms substantially the same as the former agreement and is conditional on JFSC approval, has been put in place to reflect the new arrangements.

 

Board

 

As announced on 9 July, the Company confirms that Douglas Maccabe and Helen Grant will step down from the Board once JFSC consent to their resignations is received. The Board would like to thank Mr Maccabe and Ms Grant for their valuable contribution to the Company.

 

The Board is pleased to announce that Donald Adamson and David Pirouet have each agreed to be appointed to the Board once JFSC consent to such appointments is obtained. Brief biographical details of Messrs Adamson and Pirouet are set out below, in accordance with AIM Rule 17.

 

Donald Lindsay Adamson (aged 51)

 

Donald Adamson is a resident of Jersey and Chairman of the Offshore Committee of the Association of Investment Companies. He has 28 years' experience of fund management, private equity and corporate finance. Currently he manages his family's private office and serves on the boards of a number of listed and privately held investment companies. He holds an MA from University College, Oxford, carried out graduate research at Nuffield College, Oxford and is a Member of the Securities Institute.

 

Donald Adamson's directorships and partnerships in the last 5 years are listed below

 

Current

Past

Pantheon Asia Fund IV Ltd

JP Morgan Progressive Multi-Strategy Fund Ltd

Pantheon USA VII Fund Ltd

F&C Commercial Property Trust

Pantheon Europe Fund V GB Ltd

Gsteig Ltd

Pantheon Global Secondary Fund III GB Ltd

Hanseatic Asset Management LBG

Pantheon Europe Fund VI GB Ltd

Meridian Asset Management (CI) Ltd

Pantheon Infrastructure Fund GB Ltd

Equity Partnership Investment Co Ltd

Cambium Global Timberland Ltd

Hotel Corporation plc

Ludgate Fund Management (Environmental) Jersey Ltd

EPIC Reconstruction plc

Research & Consulting Associates Ltd

Pantheon USA Fund Ltd

Forbes Ltd

450 Wire Free Systems Fund Ltd

Daglingworth Ltd

Juno International Participations Ltd

Park Heights Ltd

Juno Participations (Canada) Ltd

Saanen Ltd

Launen Ltd

Network CPD Ltd

Pantheon Asia Fund Ltd

Pantheon USA Fund II Ltd

Pantheon Europe Ltd

Pantheon Asia Fund II Ltd

Pantheon USA Fund III Ltd

Pantheon Global Secondary Fund Ltd

Pantheon Europe II Fund Ltd

Pantheon USA IV Ltd

Pantheon Asia Fund III Ltd

Pantheon Europe Fund III Ltd

Pantheon USA Fund V Ltd

Pantheon Global Secondary Fund II Ltd

Pantheon USA Fund VI Ltd

Pantheon Europe Fund V Ltd

Invesco Leveraged High Yield Fund Ltd

Lindsell Train Investment Trust plc

Lindsell Train Japan (General Partner) Inc

Lindsell Train Global Media (General Partner) Inc

 

David Robert Pirouet (aged 56)

 

David Pirouet, a Jersey resident, is a qualified accountant. He was an audit and assurance partner for 20 years with PricewaterhouseCoopers CI LLP ("PwC") until he retired in June 2009. He specialised in the financial services sector, in particular in the alternative investment management area. He also led PwC's Channel Islands hedge fund management practice for over four years.

 

Since retiring from PwC, Mr. Pirouet has carried out a four month project for the Chief Minister's Department in the States of Jersey, reporting to the Director for International Finance, and he has been appointed as a non-executive director of GCP Infrastructure Investments Ltd, a non-executive director of the General Partner to the CEE Special Situations Fund LP and as a non-executive director of the General Partner to the AEGON Target Healthcare Property Unit Trust.

Mr. Pirouet is regulated by the JFSC for the provision of services as a non-executive director. Mr. Pirouet has worked in London and Canada as well as the Channel Islands.

 

David Pirouet's directorships and partnerships in the last 5 years are listed below:

 

Current

Past

D.L.R.S. Advisory Services Ltd

PwC Channel Islands Ltd

Emperor Marine Ltd

PwC Properties (Jersey) Ltd

CRG Fund Management (Jersey) Ltd

PwC Pension Scheme Trustees Ltd

AEGON Target Healthcare General Partner Ltd

PricewaterhouseCoopers CI LLP

GCP Infrastructure Investments Ltd

PwC Tax and Treasury Services Ltd

PwC Properties (Guernsey) Ltd

Midhurst Properties Ltd

Pembroke House Ltd

Sept Up Ltd

Twenty Two Colomberio Ltd

Harle Syke Ltd

 

 

For further information contact:

 

Ludgate Environmental Fund Limited +44 (0) 1534 609000

John Shakeshaft, Chairman

 

Ludgate Investments Limited +44 (0) 20 7621 5770

Nick Pople / Nigel Meir

 

PricewaterhouseCoopers LLP (Nomad) +44 (0) 20 7213 8898

Melville Trimble

 

Matrix Corporate Capital LLP (Broker) +44 (0)20 3206 7175

Paul Fincham

 

Shared Value +44 (0) 20 7321 5038

Paul Edsinger

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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